SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Wallace Computer Services, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
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[LOGO]
For immediate release
to attention Business/Financial reporters
Contact: Brad Samson, Wallace
708/449-8600
Roy Wiley, Jeff Zilka, Hill & Knowlton
312/255-1200
WALLACE SHAREHOLDER RIGHTS PLAN UPHELD
IN U.S. DISTRICT COURT DECISION
Hillside, Ill., December 4, 1995 -- Wallace Computer Services, Inc. (NYSE: WCS)
said that U.S. District Court Judge Murray Schwartz handed down his decision
today. Judge Schwartz rejected Moore Corporation Limited's attempt to overturn
Wallace's shareholder rights plan, but did not grant Wallace's request to block
the Moore hostile tender offer on antitrust grounds.
"We were encouraged that Judge Schwartz upheld our shareholder rights plan,"
said Bob Cronin, Wallace president and chief executive officer. "The plan was
created to ensure that shareholders realize full value. Judge Schwartz's ruling
enables the Board of Directors to continue to operate objectively in its
fiduciary capacity determining what is best for shareholders.
The Court opinion firmly validates the Board's view that the $60 offer is
inadequate and that Wallace's prospects are outstanding. In the Court opinion
supporting Wallace's rights plan, the judge noted: "The favorable results from
the board's past actions are now beginning to be translated into financial
results which even surpass management and financial analyst projections, and the
financial data which manifests these results are facts only known to them [the
board]. Therefore, Moore's tender offer poses a threat that shareholders might
tender their shares without appreciating the fact that after substantial capital
investment, Wallace is actually witnessing the beginning of the pay-off of its
business strategy. The Court therefore finds that Moore's tender offer poses a
threat to Wallace that shareholders, because they are uninformed, will cash out
before realizing the fruits of the substantial technological innovations
achieved by Wallace."
Furthermore, Judge Schwartz's opinion also recognized that Wallace's growth
increases "have been somewhat retarded by the pendency of the Moore bid."
Cronin added: "The Board remains steadfast in its determination that Moore's
$60 offer is inadequate. This was dramatically re-emphasized by the company's
recently announced 63.5 percent increase in first quarter EPS, and the rise in
the analyst consensus earnings estimate to $3.35 for the full fiscal year,
before takeover expenses.
"The Board continues to urge shareholders to vote their proxies against
Moore's three proposals for Friday's annual meeting of shareholders."
Wallace is one of the nation's largest manufacturers and distributors of
information management products, services and solutions. The company recently
reported first quarter results that included a 63.5 percent increase in EPS
(before takeover expenses) on a 35.4 percent increase in sales.
#####
NEWS RELEASE
For Immediate Release
Contact: Brad Samson, Wallace
708/449-8600
Jeff Zilka or Roy Wiley, Hill and Knowlton
312/255-1200
WALLACE RECEIVES PROXY CONTEST ENDORSEMENT
FROM LEADING SHAREHOLDER ADVISORY FIRM
HILLSIDE, Ill. -- December 5 -- Wallace Computer Services, Inc. (NYSE:WCS)
reported today that Institutional Shareholder Services, Inc. (ISS) has
recommended that its clients vote for Wallace's slate of directors and reject
all of Moore Corporation, Limited's proposals at the company's annual meeting
set for Friday, December 8.
Institutional Shareholder Services, based in Bethesda, Maryland, is
recognized as the leading institutional advisor on proxy contests, corporate
governance and related issues. The ISS recommendation, which was sent to its
clients today, said:
"In light of the company's stellar financial performance and its clearly
defined long-term strategic plan, we believe there is sufficient evidence
supporting management's decision to reject Moore's $60 a share offer as
inadequate and not in the best long-term interests of shareholders."
ISS noted that the Moore nominees "appear unfamiliar with the company's
internal operations as well as the industry within which the company operates."
"The current management has proven to be innovative and successful in
implementing the company's strategic plan. Moreover, because there is no
evidence of incompetence or self-dealing on the part of management, we believe
that shareholders' interests would be best served by allowing the remaining
Wallace directors to continue to represent shareholders' long-term interests,"
the ISS recommendation stated.
Bob Cronin, Wallace president and chief executive officer, noted that the
ISS endorsement came a day after a U.S. District Court judge supported the
opinion of the Wallace board of directors that Moore's unsolicited offer is
inadequate and that Wallace's prospects for growth are outstanding.
"We are gratified that ISS's independent recommendation matches our own
views of this issue," Cronin said. "More important ISS provides a source for
shareholders, both big and small, who are looking for the judgment of a neutral
party, well-experienced in these issues, to guide their vote."
As previously reported, Wallace's board of directors has unanimously
rejected Moore's unsolicited $60 a share tender offer for Wallace common shares
and is urging Wallace shareholders not to tender to the offer and to vote
against Moore's proposals for the annual meeting.
Wallace is one of the nation's largest manufacturers and distributors of
information management products, services and solutions. Founded in Chicago in
1908, Wallace is headquartered in Hillside, Illinois with manufacturing,
distribution and sales facilities throughout the United States.
# # # #
Proxy Services Western Union Mailgram
51 Mercedes Way
Edgewood, NY 11717
12/06/96
Address 1
Address 2
Address 3
Address 4
Address 5
Address 6
Urgent Message
WALLACE COMPUTER SERVICES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING - DECEMBER 8, 1995
Dear Shareholder:
It is extremely important that you vote on the election of directors
at this year's Annual Meeting of Shareholders. Therefore, we have established a
method to enable you to vote via Toll-Free Proxygram.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call toll-free 1-800-521-8540 between 8:00 a.m. and 12 midnight eastern
time.
2. Tell the operator that you wish to send a collect Proxygram to ID No. 6212,
Wallace Computer Services, Inc.
3. State your name, address and telephone number.
4. State your bank or broker at which your shares are held and your control
number as shown below:
NAME: (NA1)
BROKER: (BROKER)
CONTROL NUMBER: (CONTROLNUM)
NUMBER OF SHARES: (SHARES)
5. The operator will read the text of the enclosed proxy card to you. Please
instruct the operator how you wish to vote on each proposal.
WALLACE COMPUTER SERVICES, INC. RECOMMENDS A VOTE "FOR" PROPOSALS 1
AND 2 AND "AGAINST" ON PROPOSALS 3, 4 AND 5.
If you need assistance in voting, call Morrow & Co., Inc. at 1-800-662-5200
(Toll-Free).
WALLACE COMPUTER SERVICES, INC.
PROXY CARD
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints T. Dimitriou, R. F. Doyle and
F. F. Canning, and each of them, true and lawful agents and proxies of the
undersigned with full power of substitution, to represent the undersigned and to
vote all shares of stock which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of WALLACE COMPUTER SERVICES, INC. (the "Company") to be
held on December 8, 1995, and at any and all adjournments and postponements
thereof, on all matters before such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. HOWEVER, IF NO VOTE
IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION AS DIRECTORS OF THE
NOMINEES LISTED ON THE REVERSE SIDE, "FOR" THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS, "AGAINST" THE PROPOSAL
OF A WHOLLY OWNED SUBSIDIARY OF MOORE CORPORATION LIMITED ("MOORE") TO REMOVE
ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, OTHER THAN MOORE'S
DIRECTOR NOMINEES IF THEY ARE THEN DIRECTORS OF THE COMPANY ("MOORE'S BOARD
REMOVAL PROPOSAL"), "AGAINST" THE PROPOSAL OF A WHOLLY OWNED SUBSIDIARY OF MOORE
TO AMEND THE COMPANY'S BYLAWS TO FIX THE NUMBER OF DIRECTORS OF THE COMPANY AT
FIVE ("MOORE'S NUMBER OF DIRECTORS PROPOSAL"), AND "AGAINST" THE PROPOSAL OF A
WHOLLY OWNED SUBSIDIARY OF MOORE TO REPEAL EACH PROVISION OF THE COMPANY'S
BYLAWS OR AMENDMENT THERETO ADOPTED WITHOUT STOCKHOLDER APPROVAL SUBSEQUENT TO
FEBRUARY 15, 1995 AND PRIOR TO THE ANNUAL MEETING ("MOORE'S BYLAWS REPEAL
PROPOSAL"), ALL OF WHICH MATTERS ARE MORE FULLY DESCRIBED IN THE ANNUAL MEETING
PROXY STATEMENT OF WHICH THE UNDERSIGNED STOCKHOLDER ACKNOWLEDGES RECEIPT.
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THIS PROXY GRANTS DISCRETIONARY AUTHORITY (1) TO VOTE FOR A SUBSTITUTE NOMINEE
OF THE BOARD OF DIRECTORS IF ANY NOMINEE FOR DIRECTOR LISTED ON THE REVERSE SIDE
IS UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE AS A DIRECTOR (UNLESS
AUTHORITY TO VOTE FOR ALL NOMINEES OR FOR THE PARTICULAR NOMINEE WHO HAS CEASED
TO BE A CANDIDATE IS WITHHELD) AND (2) TO VOTE IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE NAMED PROXIES ON OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
This proxy is being solicited by the Board of Directors of Wallace Computer
Services, Inc.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND "AGAINST" PROPOSALS 3, 4 AND 5.
The Board of Directors recommends a vote "FOR" Proposals 1 and 2.
1. Election of Directors:
Robert J. Cronin, Neele E. Stearns, Jr. and R. Darrell Ewers
( ) FOR ( ) WITHHELD ( ) FOR ALL EXCEPT
If you do not wish your shares voted "FOR" a particular nominee or
nominees, please give that nominee(s) name to the operator.
2. Ratification of Appointment of Arthur Andersen LLP as Independent Public
Accountants.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The Board of Directors recommends a vote "AGAINST" Proposal 3, 4 and 5.
3. Moore's Board Removal Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. Moore's Number of Directors Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
5. Moore's Bylaws Repeal Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
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ProxyGram Services Western Union Mailgram
500 Eight Avenue
New York, NY 10018
12/06/96
Address 1
Address 2
Address 3
Address 4
Address 5
Address 6
CONFIDENTIAL IDENTIFICATION NUMBER: (CIN#)
(Your identification number is confidential. It is to assure the operator of
your identity.)
URGENT MESSAGE
WALLACE COMPUTER SERVICES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING - DECEMBER 8, 1995
Dear Shareholder:
It is extremely important that you vote on the election of directors
at this year's Annual Meeting of Shareholders. Therefore, we have established a
method to enable you to vote via Toll-Free Proxygram. A Confidential
Identification number has been assigned to all shareholders of record and
your number appears above. YOU MUST RETAIN THIS LETTER WITH YOUR
CONFIDENTIAL IDENTIFICATION NUMBER FOR YOUR RECORDS.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call toll-free 1-800-521-8450 between 8:00 a.m. and 12 midnight eastern
time.
2. Tell the operator that you wish to send a collect Proxygram to ID No. 6211,
Wallace Computer Services, Inc.
3. State your name, address and telephone number.
4. State your confidential identificaton number and number of shares as shown
below:
CONFIDENTIAL IDENTIFICATION NUMBER: (CIN#)
NUMBER OF SHARES: (Shares)
5. The operator will read the text of the enclosed proxy card to you. Please
instruct the operator how you wish to vote on each proposal.
WALLACE COMPUTER SERVICES, INC. RECOMMENDS A VOTE "FOR" PROPOSALS 1
AND 2 AND "AGAINST" ON PROPOSALS 3, 4 AND 5.
6. After you complete your call, the operator will call you back to confirm
your Proxygram.
If you need assistance in voting, call Morrow & Co., Inc. at 1-800-662-5200
(Toll-Free).
WALLACE COMPUTER SERVICES, INC.
PROXY CARD
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints T. Dimitriou, R. F. Doyle and
F. F. Canning, and each of them, true and lawful agents and proxies of the
undersigned with full power of substitution, to represent the undersigned and to
vote all shares of stock which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of WALLACE COMPUTER SERVICES, INC. (the "Company") to be
held on December 8, 1995, and at any and all adjournments and postponements
thereof, on all matters before such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. HOWEVER, IF NO VOTE
IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION AS DIRECTORS OF THE
NOMINEES LISTED ON THE REVERSE SIDE, "FOR" THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS, "AGAINST" THE PROPOSAL
OF A WHOLLY OWNED SUBSIDIARY OF MOORE CORPORATION LIMITED ("MOORE") TO REMOVE
ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, OTHER THAN MOORE'S
DIRECTOR NOMINEES IF THEY ARE THEN DIRECTORS OF THE COMPANY ("MOORE'S BOARD
REMOVAL PROPOSAL"), "AGAINST" THE PROPOSAL OF A WHOLLY OWNED SUBSIDIARY OF MOORE
TO AMEND THE COMPANY'S BYLAWS TO FIX THE NUMBER OF DIRECTORS OF THE COMPANY AT
FIVE ("MOORE'S NUMBER OF DIRECTORS PROPOSAL"), AND "AGAINST" THE PROPOSAL OF A
WHOLLY OWNED SUBSIDIARY OF MOORE TO REPEAL EACH PROVISION OF THE COMPANY'S
BYLAWS OR AMENDMENT THERETO ADOPTED WITHOUT STOCKHOLDER APPROVAL SUBSEQUENT TO
FEBRUARY 15, 1995 AND PRIOR TO THE ANNUAL MEETING ("MOORE'S
- 2 -
BYLAWS REPEAL PROPOSAL"), ALL OF WHICH MATTERS ARE MORE FULLY DESCRIBED IN
THE ANNUAL MEETING PROXY STATEMENT OF WHICH THE UNDERSIGNED STOCKHOLDER
ACKNOWLEDGES RECEIPT.
THIS PROXY GRANTS DISCRETIONARY AUTHORITY (1) TO VOTE FOR A SUBSTITUTE NOMINEE
OF THE BOARD OF DIRECTORS IF ANY NOMINEE FOR DIRECTOR LISTED ON THE REVERSE SIDE
IS UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE AS A DIRECTOR (UNLESS
AUTHORITY TO VOTE FOR ALL NOMINEES OR FOR THE PARTICULAR NOMINEE WHO HAS CEASED
TO BE A CANDIDATE IS WITHHELD) AND (2) TO VOTE IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE NAMED PROXIES ON OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
This proxy is being solicited by the Board of Directors of Wallace Computer
Services, Inc.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND "AGAINST" PROPOSALS 3, 4 AND 5.
The Board of Directors recommends a vote "FOR" Proposals 1 and 2.
1. Election of Directors:
Robert J. Cronin, Neele E. Stearns, Jr. and R. Darrell Ewers
( ) FOR ( ) WITHHELD ( ) FOR ALL EXCEPT
If you do not wish your shares voted "FOR" a particular nominee or
nominees, please give that nominee(s) name to the operator.
2. Ratification of Appointment of Arthur Andersen LLP as Independent Public
Accountants.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The Board of Directors recommends a vote "AGAINST" Proposal 3, 4 and 5.
3. Moore's Board Removal Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. Moore's Number of Directors Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
5. Moore's Bylaws Repeal Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
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